Free of charge distribution of NIS shares

What is a NIS share?

Shares are securities that provide their owner with the relevant share in the ownership of a company. A NIS shareholder is one of the owners of the company, and the more shares a shareholder owns, the larger their stake in the company. All NIS shares all ordinary shares that give to their owners same rights as provided by law and company acts.

When did the employees, former employees and citizens become NIS shareholders?

Employees and former employees of NIS and the citizens of Serbia, who were entitled to shares of NIS in the process conducted by the Privatization Agency, became shareholders of NIS on January 6, 2010. On that date, in compliance with the Law and based on the Decision of the Government of Republic of Serbia, a corresponding portion of the share capital was transferred to citizens of the Republic of Serbia, NIS employees and former employees, who were registered as shareholders in Central Securities Depositary and Clearing House.

Where can I get a certificate that I am a NIS shareholder, and information about the number of shares I own?

Shares are recorded electronically in the Central Securities Depositary and Clearing House database and, consequently, the shares cannot be physically taken over.

The shareholders who acquired shares as citizens of the Republic of Serbia have got 5 NIS shares, each. Citizens can get the CSD Certificate of ownership of NIS shares at Post Office counters.

Shareholders who acquired shares as NIS employees or former employees: On its site NIS has enabled (in the section Shareholders’ Calculator) to get information about the number of shares that NIS employees and former employees acquired on January 6, 2010. In order to get a share ownership certificate, which is a Statement from a Securities Ownership Account, it is necessary to choose a broker-dealer company or an authorized bank which will open an ownership account for you (the account to be opened with the Central Securities Depository and Clearing House and in which the shares you own will be recorded). Broker-dealer companies or authorized banks will charge a fee for the service they provide to you in accordance with their internal tariffs. Once your ownership account is opened, you will get a Statement from the ownership account containing information about the number of shares you own.

I have changed my address/name or surname/unique citizens ID number (JMBG)/cash account. Who do I have to contact in order for this change to be recorded?

Changes of a shareholder’s data are carried out by the Central Securities Depository members (broker-dealer companies and authorized banks). For these changes to be recorded, you have to contact your broker-dealer company or authorized bank, and if you do not have one, you need to select one.

Shareholders who have received NIS shares as citizens need to contact Banka Poštanska Štedionica (Kraljice Marije St., No.3, Belgrade; tel. +381 11 3024 329) which will make the necessary changes.

Share Disposal and Share Inheritance

What can be done with shares?

All NIS shares are ordinary shares and they give their holders the same rights regardless of whether the shareholder is a person who received shares as an employee or former employee of NIS, as a citizen, or a person who inherited shares or received them as a gift or bought them on the Stock Exchange. Inter alia, shares give their owner the right to participate in the distribution of the profit earned by the company in the form of dividends, and dividends are distributed if the NIS Shareholders Assembly adopts a decision on dividend payment. Also, the shareholder may decide to sell, give or pledge the shares. Shares, as part of one’s estate are also inherited.

What is an ownership account and do I have to open it?

An ownership account is an account that is being held in the Central Securities Depository and where all the securities that a person owns are recorded. These accounts are opened and maintained by members of the Central Securities Depository i.e. broker-dealer companies or authorized banks. After opening of an ownership account and transferring shares, the shareholder may dispose of his or her shares. There is no deadline fixed for the opening of this account and if you have not opened this account, the shares you own are registered in your name with the Central Securities Depository and Clearing House but you can not dispose of them until you transfer them to your ownership account.

You are fully free in choosing a broker-dealer company or an authorized bank (a bank licensed by the Securities Commission for performing investment company activities) which will open your ownership account. The list of broker-dealer companies and authorized banks is available on the website of the Central Securities Depository and the website of the Belgrade Stock Exchange.

Do heirs have the right to the deceased’s shares?

Shares represent property that needs to be notified for inclusion in the estate in order to be transferred to the heirs upon receiving the final Inheritance Decision. For the needs of probate proceedings it will be necessary to submit a Share Ownership Certificate which is issued by:

a broker-dealer company or authorized bank when the shareholder has opened an ownership account during his or her lifetime.

If the shareholder has not opened an ownership account during his lifetime, the certificate is issued by:

the Central Securities Depository and Clearing House if the shareholder died after January 6th, 2010,

NIS j.s.c. Novi Sad if the shareholder died before January 6th, 2010.

For shareholders who received NIS shares as citizens (5 NIS shares, each), this certificate is issued by Banka Poštanska Štedionica a.d. Beograd.

When the Decision on inheritance has become final, heirs need to contact a member of the Central Securities Depository and Clearing House (a broker-dealer company or authorized bank), which will transfer the shares from the deceased to the heirs according to the Decision on inheritance.

Trading in Shares

How can NIS shares be purchased and sold?

NIS shares are traded exclusively on the Belgrade Stock Exchange. If you wish to buy or to sell NIS shares, it is first necessary to choose a broker-dealer company or an authorized bank which will open for you an ownership account (the account is opened with the Central Securities Depository and Clearing House with which all shares you own are registered). The list of Belgrade Stock Exchange members is available on the website of the Belgrade Stock Exchange. Prior to making your choice, it is advisable to inform yourself about:

the price of opening an ownership account,

the commission payable in the case of trading,

whether there is any cost related to placing or withdrawing an order,

other costs charged by the stockbroker,

the advantages offered by the stockbroker (for example, the possibility of placing an order by telephone or via the Internet).

Apart from signing the agreement with your stockbroker, it is also necessary that you open a special cash account for trading in shares to which money is paid for the purchase of shares or from which money is withdrawn after the sale of shares. This special cash account for trading differs from your current cash account and ownership account.

You decide by yourself about the purchase and sale of shares. When you assess that the right time has come for the purchase or sale of shares, you will place an order with your stockbroker in which you will determine:

the quantity of shares to buy according to the cash assets in your account, or the quantity to sell, according to the number of shares you own,

the period of validity of your order (daily, up to a certain date or until revocation, i.e. 90 days),

the maximum price at which you are willing to purchase the shares or the lowest price at which you are willing to sell the shares.

You will receive a certificate of the receipt of your order from your stockbroker. NIS does not participate in the trading of shares on the Stock Exchange, and does not have any direct influence on the market price of shares. If your purchase or sale order has been transacted, you will receive a written notification from your stockbroker thereof together with calculated trading costs. Purchased shares will usually be in your ownership account 2 business days later, or in the case of the sale of shares you will be able to withdraw the money from your special cash account 2 business days later. You can change or revoke the non-transacted order at any time.

The procedure for the first sale of shares in the case of shareholders who received NIS shares as citizens has been simplified and involves only the placing of a sell order at Post Office counters. These shareholders (who received 5 NIS shares, each) are exempt from the payment of trading related costs until 31 December 2018, and also from tax obligations.

Is there a deadline by which I have to sell the shares?

There is no deadline by which the shares have to be sold. From the moment of acquisition they represent a part of the shareholder’s property and, accordingly, they may be freely disposed of without any time limitation.

However, the shareholders who received shares as citizens and who have not sold the shares by 31 December 2018, will not be able to do so free of charge through Banka Poštanska Štedionica (by placing an order at the Post Office or in this bank), but will have to bear the costs of trading (the commissions of a broker-dealer company or authorized bank, Central Securities Depository and Clearing House, the Stock Exchange and commercial bank).

At which price can I purchase or sell shares – market or nominal?

Shares are sold and purchased at market value. The market and nominal value of shares are different notions. The nominal value does not change except when the value of the share capital changes or when the value of the share capital remains the same, but the number of shares changes, due to a stock split or reverse stock split.

Market value is determined on the stock exchange and depends on the supply/demand relationship. NIS j.s.c. Novi Sad does not participate in the setting of the market price of shares. Instead, this price is set by the buyers and sellers who decide at which price they are ready to buy or sell a share, and it changes on a daily basis. You can learn what the market price of shares is on the NIS website, and this price is also published by the Belgrade Stock Exchange on its official website.

What are the costs related to trading shares?

When buying and selling shares, shareholders who have not got NIS shares as citizens pay 4 commissions:

the commission of the broker-dealer company or authorized bank;

the commission of the Belgrade Stock Exchange (0.1%);

the commission of the Central Securities Depository and Clearing House (0.1%);

the commission of the authorized bank with which the shareholder has a special cash account for trading.

All commissions are charged automatically, so that when a shareholder sells shares he/she will withdraw from his/her bank account the amount that has already been reduced by these commissions (net value). When purchasing shares, a shareholder's cash account will be charged with the amount of the total share price plus the amount of commissions.

Apart from the commissions related to trading shares, broker-dealer companies and authorized banks may also charge other fees (for example, for opening the ownership account for securities, order placing, order withdrawal, etc.) depending on the Tariffs of the broker-dealer company or the authorized bank whose services you are using. It would be advisable, therefore, to inform yourself about all these issues prior to the conclusion of a contract with a stockbroker.

Also, after the sale of shares, the shareholder has a duty to notify and pay tax on the capital gain from the sale of shares.

At the first sale of free-of-charge shares, shareholders who received such shares as citizens are exempt from payment of all trading related costs, if they present the sales order at a Post Office counter or through Banka Poštanska Štedionica (until 31 December 2018).

Can shareholders change their mind with regard to the price and number of shares after they have already placed a purchase or sale order?

Shareholders decide for themselves about the price and number of shares they sell or buy. If they change their mind and wish to change the conditions that have been determined in the share purchase or sale order, they can always address their stockbroker and demand that the stockbroker change the price or the quantity of shares, or even to fully desist from the sale/purchase and withdraw the order placed earlier. However, this is possible only if the order has not been executed.

May I authorize somebody to place an order in my name for the purchase or sale of shares?

You can do so by Special Power of Attorney (exclusively issued for this purpose), to be legalized in accordance with the law, authorizing another person to issue the purchase or sale order for your shares with the broker (or at the counter of the Post Office, i.e. Bank Poštanska Štedionica in the case of the first sale of shares for shareholders who received NIS shares as citizens). Regardless of the fact that the sales order is signed by the proxy, the money from the sale of shares will be paid to the shareholder’s cash account.

Shareholders Assembly and Dividends

Who can participate in the work of the Shareholders Assembly?

All NIS shareholders holding NIS shares on the date of determination of the List of Shareholders (10th day prior to the date scheduled for the session of the Shareholders Assembly) have the right to participate in the work of the Shareholders Assembly, including the right to vote, the right to take part in discussions regarding the issues on the agenda of a Shareholders' Assembly meeting, including the right to put forward proposals, make inquiries related to the agenda of the relevant Shareholders' Assembly meeting and receive answers, all in accordance with the Law on Business Companies, Articles of Association of NIS j.s.c. Novi Sad, and the Rules of Procedure of the Shareholders' Assembly.

Any shareholder of the Company holding at least 0.1% of the total number of shares of the Company, and/or a shareholder's proxy, representing at least 0.1% of the total number of shares of the Company, shall be entitled to personally take part in the activities of the Shareholders' Assembly.

The Company's shareholders holding each less than 0.1% of the total number of shares of the Company shall be entitled to take part in the activities of the Shareholders' Assembly through a joint proxy, to vote by the means of an absentee ballot, or to vote by electronic means..

If a shareholder has sold or transferred the shares to a new shareholder prior to the date scheduled for the Shareholders Assembly, and after the date of determination of the List of Shareholders, he shall keep the right to participate in the work of the Shareholders Assembly.

no later than 30 days before holding a regular (annual) session of the Shareholders Assembly, and by no later than 21 days before holding an extraordinary session of the Shareholders Assembly. An invitation has to be posted at least until the date scheduled for holding a session of the Shareholders Assembly.

Where can I see the material for the Shareholders Assembly meeting?

The materials for Shareholders Assembly meeting are available to shareholders at:

at the registered office of the Company (a shareholder or his proxy making such a request can view the material for the session of the Shareholders Assembly at the Company’s registered office during the Company’s working hours, i.e. between 8 a.m. and 4 p.m. on each business day starting from the date of the announcement of the invitation. The material for the session of the Shareholders Assembly on the Company’s website is available until the date of the holding of such session. In case that a shareholder or a proxy want to copy materials, and bearing in mind that the materials for the session of the Shareholders Assembly are available on the website so that the shareholders can download them in whole, NIS shall provide the copies of materials to the shareholders or their proxies, provided that the costs of photocopying are covered by shareholders).

May a shareholder vote in absence at the Shareholders Assembly?

А shareholder of the Company that is entitled to take part in the work of the Shareholders' Assembly, may vote on any matter put up for voting at the meeting of the Shareholders' Assembly, by filling out and delivering to the Company the ballot form, either in person, through courier service, registered mail, or electronically, which must be received by the Company at least 3 (three) business days before the meeting of the Shareholders' Assembly, and in case of voting by electronic means not later then 24 hours before Shareholders' Assembly Meeting.

In case of voting in writing, a ballot form shall be submitted to the Company at the address: NIS a.d. Novi Sad, Narodnog Fronta No.12 (with the obligatory indication: for Corporate Secretary). When voting by electronic means, a ballot form shall be submitted to the email address that the Company has designated in the Invitation for a meeting of the Shareholders' Assembly.

In case of voting in absence the signature of the shareholders or any other person who signs the form on behalf of the shareholders must be certified by a competent authority or a person. In the case of electronic voting, the voting form must be signed by a qualified electronic signature in accordance with the law governing electronic signature.

If a shareholder’s representative or a proxy is voting on the ballot form, the shareholder’s representative or proxy also submits the relevant proof of the right to represent the shareholder.

How many votes does one NIS share bear?

One NIS share bears one vote at the Shareholders Assembly. The number of votes equals the number of NIS shares held by the shareholder on the date of determination of the List of Shareholders for the Assembly (the tenth day before the holding of the Shareholders Assembly session).

How is the power of attorney issued for the Shareholders Assembly meeting?

A shareholder has the possibility to participate and to vote though a proxy. If the power of attorney is issued only for one single Shareholders Assembly session it has to be exclusively issued with the form provided by NIS, which is published together with the invitation for the session of the Shareholders Assembly. If the power of attorney is not issued with the form provided by NIS it has to contain all elements prescribed by Rules of Procedure of the Shareholders Assembly.

If the power of attorney is issued by natural person, the shareholder’s signature has to be notarized in accordance with the law governing certification of signatures by or by a competent authority or person if a certification is done by abroad. One copy of the power of attorney and accompanying documents (for example, translated text of the signature notarization into the Serbian language) is submitted at least 24 hours prior to the Shareholders Assembly.

A shareholder of the Company can also issue a proxy letter by electronic means and then this proxy letter must be signed by qualified electronic signature in accordance with the law governing electronic signature. In case of issuing the proxy letter by electronic means, shareholder or a proxy shall notify the Company of a given proxy and submit the proxy letter to the email address that the Company has designated in the written invitation for a meeting of the Shareholders' assembly not later than 3 working days before the Shareholders' Assembly meeting.

Where can I learn how NIS operated in the preceding period and whether it has made the profit?

What is a dividend and who decides about the dividend payment?

A dividend is a part of the Company’s profit intended for distribution to the shareholders, proportional to the size of their stake in the total share capital of the Company (i.e. the number of shares they hold). The conditions on which dividends are to be paid are that the Company earns profit in the preceding year and that the amount of profit exceeds the amount of accumulated loss from previous years, and also that the NIS' Shareholders Assembly adopts the Decision on approving the distribution of a dividend to the shareholders. If the decision on dividend payment is passed, the Shareholders Assembly also decides on the dividend amount and on the Record Date (the date on which the List of Shareholders having the right to the dividend is determined).